General Terms and Conditions for Sponsors (Annex 1)
1. APPLICATION
These general terms and conditions for sponsors ("Terms") apply when the sponsor ("Sponsor") books items and services for ESCMID Global as detailed in the Sponsorship Agreement ("Congress") organised by the European Society of Clinical Microbiology and Infectious Diseases, (Europäische Gesellschaft für Klinische Mikrobiologie und Infektionskrankheiten), Aeschenvorstadt 55, 4051 Basel, Switzerland ("ESCMID"). These Terms, the 'Rules for the Use of ESCMID Logos prior, during and after the Congress' (Annex 2) and the 'Rules for the Protection and Usage of the ESCMID Global Brand' (Annex 3) are integral part of the agreement between the Sponsor and ESCMID ("Sponsorship Agreement"). In the event of a conflict between these Terms and the Sponsorship Agreement, the Sponsorship Agreement shall prevail.
2. DEFINITIONS
All definitions of the Sponsorship Agreement are incorporated by reference into these Terms.
3. OPERATIONAL CHANGES
ESCMID reserves the right to change the time and date of any sessions and items of the Congress. ESCMID will notify the Sponsor in writing (electronic signature such as DocuSign is sufficient) as soon as practical if a change is made. In such case, the Sponsor shall not be entitled to any discounts, refunds or to make deductions from the agreed Sponsorship Amount.
4. PROMOTION
Promotion of the Sponsor's activities in connection with the Congress is subject to prior written approval of ESCMID.
5. TERMS OF PAYMENT
- 5.1. Invoices, payment method and due date
ESCMID's invoices are payable, net upon receipt within thirty (30) days and without deduction. Payments must be made in Euros (€/EUR) and to the bank account(s) mentioned on the invoice(s). ESCMID invoices expenses relating to any additional services to the Sponsor prior to, during and/or after the Congress.
Notwithstanding the foregoing, the Sponsorship Amount must be fully paid upon receipt of the invoice within thirty (30) days of the invoice date or immediately if the Sponsorship Agreement is concluded within the last two (2) months before the Congress but at the latest one (1) month before the starting date of the Congress.
- 5.2. VAT and other taxes
The Sponsorship Amount and any other fees are exclusive of any sales taxes or value added taxes which may be imposed by any governmental authority in connection with the Services provided by ESCMID to the Sponsor hereunder ("Transactional Taxes"). Any applicable Transactional Taxes for which ESCMID is liable are charged to the Sponsor in addition to the Sponsorship Amount.
6. CHANGES AND CANCELLATION
- 6.1. Changes and reductions
Changes and/or reduction of Services according to the Sponsorship Agreement for the Congress by the Sponsor must be agreed mutually and in writing (electronic signature such as DocuSign is sufficient) to escmidsponsorship@escmid.org.
- 6.2. Cancellation policy
If the Sponsor cancels any or all of the Services according to the Sponsorship Agreement, ESCMID retains:
• 10% of the Sponsorship Amount if ESCMID receives the cancellation prior to six (6) months before the starting date of the Congress;
• 25% of the Sponsorship Amount if ESCMID receives the cancellation between six (6) and four (4) months before the starting date of the Congress;
• 50% of the Sponsorship Amount if ESCMID receives the cancellation between four (4) and three (3) months before the starting date of the Congress;
• 100% of the Sponsorship Amount if ESCMID receives cancellation less than three (3) months before the starting date of the Congress.
7. COMPLIANCE
The Sponsor agrees, represents and warrants to comply with the local authority's regulations, the EFPIA Code of Practice (available on the European Federation of Pharmaceuticals Industries & Association's website: www.efpia.eu) and IFMPA Code of Practice (available on the International Federation of Pharmaceutical Manufacturers & Associations' website: www.ifpma.org), in each case in their current and applicable version. The Sponsor further agrees, represents and warrants that it complies at all times with all additional applicable regulations and compliance rules to which it may be subject, whether internal, arising from its own organisation, or otherwise applicable and binding according to its field of expertise.
ESCMID adheres to the guidelines (www.ipcaa.org/public/ipcaa-healthcare-congress-guidelines) of the IPCAA (International Pharmaceutical Congress Advisory Association). ESCMID expects the Sponsor to adhere to these common sets of practice and regulations as well.
8. LIABILITY
ESCMID's liability is excluded to the fullest extent permitted by applicable law. ESCMID's liability exclusion includes, but is not limited to, any losses, injuries, claims, liabilities or damages suffered by the Sponsor arising out of or in connection with the Congress and any contract between ESCMID and the Sponsor, in particular, resulting from (a) any errors or omissions in the Congress or in any services or products obtained therefrom, (b) the unavailability or interruption of the Congress or any features thereof, (c) the Sponsor's use of the Congress, (d) the content distributed during the Congress, or (e) any delay or failure in performance beyond the control of ESCMID.
9. CONFIDENTIALITY
Confidential information ("Confidential Information") shall include, but is not limited to, all communications between the Sponsor and ESCMID (including the Sponsorship Agreement and these Terms), and all information, whether oral, written or otherwise, supplied in the course or as a result of the Congress. For the avoidance of doubt, all information and materials distributed to the participants during the Congress shall not be considered as Confidential Information. The Sponsor agrees to keep all such Confidential Information strictly confidential.
This obligation of confidentiality continues for a period of five (5) years after the last day of the Congress or, in the event of earlier termination of the Sponsorship Agreement, for a period of five (5) years after such termination.
The confidentiality obligation does not apply if the Sponsor can demonstrate that Confidential Information was (i) rightfully in its possession or known by it prior to receipt from ESCMID, (ii) was rightfully disclosed to it by another person without restriction, (iii) was independently developed without use of any Confidential Information by employees of the Sponsor who had no access to the Confidential Information, or (iv) is or becomes (through no improper action or inaction by the Sponsor or any of its agents, consultants or employees) generally available to the public.
10. INTELLECTUAL PROPERTY RIGHTS
All content, organisation, graphics, design, compilation, digital conversion and other matters related to the Congress are protected copyrights, trademarks and other proprietary (including but not limited to intellectual property) rights. 'ESCMID' and 'ESCMID Global' ("Trademarks") are protected trademarks of ESCMID or its registration is pending. Any use of the Trademarks and the copying, redistribution, use or publication by the Sponsor of any matter related to the Congress requires prior written approval of ESCMID.
The Sponsor agrees that ESCMID may use the brand name, business name and logo of the Sponsor for the purposes of the Congress, including its promotion.
11. DATA
If any data of a Congress forms part of the Sponsorship Agreement, it is provided by ESCMID in an aggregated, de-identified form ("Data").
The Sponsor is prohibited from performing or attempting to perform any operation or action that is intended or likely to re-identify or single out individuals based on any Data provided by ESCMID. Combining such Data with any other data is not allowed. Data provided by ESCMID to the Sponsor may only be used for internal purposes and in accordance with applicable laws and regulations, and must not be transferred, shared, sold, published or otherwise be made available to third parties or the public.
The Sponsor represents and warrants that it neither de-identifies Data or singles out individuals, nor attempts to do so. The Sponsor also represents and warrants that it uses Data solely for internal purposes and does not transfer, share, sell, publish or otherwise make Data available to third parties or the public.
12. DATA PRIVACY
Each Party agrees to adhere to the applicable data protection laws.
ESCMID and the Sponsor process personal data of the other party for the purpose of executing these Terms and the Sponsorship Agreement as well as for the preparation of and carrying out the Congress. In addition, ESCMID processes such data for marketing purposes, in particular for managing prospecting and loyalty and sending news in accordance with applicable law.
ESCMID and the Sponsor may process the data as long as necessary to reach the processing purpose, as long as it has a legitimate interest or if mandatory legal retention periods apply. To the extent that personal data is processed based on consent, the data subject may withdraw its consent to the processing at any time with effect for the future.
Personal data processed includes the name of Sponsor, the name of ESCMID, first and last name of contact person(s) and meeting attendees, title, postal address, email addresses, telephone and fax numbers and payment information.
ESCMID and the Sponsor may share personal data with third party providers, such as the Congress app providers, onsite/venue operators, IT-providers and others ("Processors"), solely for the purposes mentioned in these Terms. Personal data may be processed worldwide (in particular, data published on the web). To the extent personal data is transferred to third party providers and/or abroad, the transferring Party ensures compliance with applicable data protection laws. Personal data may be disclosed if either ESCMID or the Sponsor is legally obliged to do so.\
Each Party warrants to other Party that it has taken appropriate technical and organisational measures to protect personal data against loss and unauthorised access.
Each Party warrants to the other Party that the data subjects have provided their consent to the processing of its personal data after having been duly informed, if necessary. Persons whose personal data are processed have the right to access and correct their own personal data and the right to withdraw their consent. For this purpose, they must send any queries regarding the processing of their personal data to ESCMID or the Sponsor, respectively. They also have the right to address a complaint to the competent supervisory authority.
The Sponsor can contact ESCMID for data protection questions by letter addressed to ESCMID, Data Protection, Aeschenvorstadt 55, 4051 Basel, Switzerland, or by email to info@escmid.org.
13. WARRANTIES AND INDEMNIFICATION
The Sponsor warrants that it complies with applicable legislation, regulations, and standards of international and national codes of the pharmaceutical industry. The Sponsor further warrants that it does not infringe third party rights, including intellectual property rights (such as trademark rights and copyrights).
The Sponsor shall, at its own cost and expenses, defend, indemnify and hold ESCMID harmless from any losses, liabilities, damages and claims (including court fees and reasonable attorneys' fees) as a result of any third-party claim, in which it is asserted that the Sponsor infringed any applicable legislation, regulations, standards of applicable international and national codes of the pharmaceutical industry or third party rights. ESCMID promptly notifies the Sponsor of any asserted claim.
14. FORCE MAJEURE
A "Force Majeure Event" shall mean any event beyond ESCMID's control, including unforeseen circumstances such as civil riots, governmental restrictions on foreign travel, communicable diseases (including epidemic or pandemic), union actions, outbreaks of war, terrorist activities, natural disasters, fire, flooding, and strike.
ESCMID may cancel, totally or partially, the virtual and/or onsite part of the Congress if a Force Majeure Event:
• affects the Congress and/or the onsite part of the Congress financially or technically;
• affects the reputation of the Congress or ESCMID itself in such a way that the holding of the Congress would be unreasonable or inappropriate;
• might not last until the Congress takes place or if ESCMID has reasons to believe that a Force Majeure Event will occur during the Congress.
In case of total or partial cancellation of the virtual and/or onsite part of the Congress due to a Force Majeure Event, ESCMID may terminate the contractual relationship with the Sponsor with immediate effect. If such termination takes place, ESCMID is entitled to claim or retain the below defined percentage of the Sponsorship Amount for administrative costs and already provided services:
• 25% of the Sponsorship Amount for a cancellation until four (4) months prior to the start of the Congress;
• 50% of the Sponsorship Amount for a cancellation between four (4) months and the start of the Congress;
• 100% of the Sponsorship Amount for the cancellation after the Congress has started.
In any other case, ESCMID does not have to refund any Sponsorship Amount (and Transactional Taxes) already paid or unpaid but agreed Sponsorship Amounts (including applicable Transactional Taxes) remain due. Notwithstanding the foregoing, ESCMID shall use its best efforts to offer to Sponsor an amicable solution mitigating the financial consequences of the Force Majeure Event including, at ESCMID's own discretion, refunds or credits or the offer to transfer the sponsorship to a substitute event.
15. FINAL PROVISIONS
- 15.1. Assignment
The Sponsor may not assign and/or transfer any rights and/or claims under these Terms without the prior written consent of ESCMID.
- 15.2. Entire agreement and amendment
These Terms together with the Sponsorship Agreement and the annexes contain the whole agreement between the Parties relating to the subject matter thereof at the date hereof to the exclusion of any terms implied by law which may be excluded by contract and supersedes any previous agreement between the Parties relating to the subject matter of these Terms, the Sponsorship Agreement and the annexes and any other previous written or oral agreement or understanding between the Parties in relation to the matters dealt with in these Terms the Sponsorship Agreement and the annexes.
These Terms, the Sponsorship Agreement and the annexes may be amended or modified only by agreement in writing (electronic signature such as DocuSign is sufficient) executed by both Parties.
- 15.3. Severability
Should any provision of these Terms, the Sponsorship Agreement and the annexes become invalid or ineffective in whole or in part, such provision shall not affect the validity and effectiveness of the other provisions of these Terms, the Sponsorship Agreement and the annexes and shall be replaced by a provision that reflects to the fullest extent possible the original intention of the Parties and the economic purpose that the Parties intended to achieve with such provision.
- 15.4. Applicable law and place of jurisdic-tion
These Terms including the Sponsorship Agreement and annexes as well as any other contract between the Parties shall be governed and construed in accordance with the substantive laws of Switzerland (to the exclusion of Swiss private international law and of international treaties). Any dispute arising out of or in connection with these Terms including the Sponsorship Agreement and annexes as well as any other contract between the Parties shall be submitted to the exclusive jurisdiction of the ordinary courts of the City of Basel, Switzerland.
Rules for the Use of ESCMID Logos prior, during and after the Congress (Annex 2)
Use of logos:
• The use of ESCMID's trade name and logo is strictly forbidden;
• The use of ESCMID Global's trade name and logo is forbidden unless a prior approval by ESCMID has been obtained. Any request to use the ESCMID Global's trade name and/or logo must be directed to eccmidindustry@escmid.org;
• ESCMID Global's trade name and/or logo must not be used for any selling and/or other purposes;
• Upon purchase and full payment of a Congress item (service) such as exhibition space, integrated symposium or any other sponsorship item, companies are entitled to receive the specific Congress logo from ESCMID and use it according to this annex. For the avoidance doubt, ESCMID remains the sole holder of the Congress logo and has the exclusive right to share the logo upon its discretion;
• Logos that have been transferred to companies by an entity other than ESCMID itself must not be used;
• Upon receipt of the logo, the receiving company is allowed to use the logo to inform their stakeholders regarding their participation at ESCMID Global. Any other use is subject to prior approval of ESCMID;
• The Congress logo can be used to promote the company's activities during the Congress only and shall not be used for any other purposes, including but not limited to the promotion of products such as drugs, devices, equipment, etc.;
• It is forbidden to modify, change, combine with any other design elements, logos, etc. or otherwise amend the trade names and logos of ESCMID, ESCMID Global or the Congress.
Rules for ESCMID Global Brand Protection and Usage (Annex 3)
The Rules for ESCMID Global Brand Protection and Usage govern the standard operating procedure for profit organization including Sponsors.
1. Which material requires ESCMID's permission?
ESCMID's prior written permission is required to reproduce, distribute, or adapt the following material presented at the Congress or related events for any purpose:
• Art, photographs, forms, trade names or logos;
• Reproduction of web pages and capture of screen shots.
Any use of the above-mentioned material without authorisation will be considered as violation of the rules. ESCMID holds the Sponsor or other user liable for such a violation.
Please note that explicit permission of the authors or participants is mandatorily required (ESCMID Office should be informed) for the following scientific material:
• Representation of all or parts of presentation or discussion;
• Single or multiple quotation of an abstract or full/partial abstract publication;
• Charts, tables, graphs, and other representations from abstracts or oral presentations;
• Audio or video material.
2. Who is responsible for obtaining permissions?
Obtaining written permission to use ESCMID Global material listed in section 1 above is in the sole responsibility of the applicant. The applicant should use the Permission Request Form provided by ESCMID.
3. To whom should the applicant refer?
Applicant shall send the Permission Request Form, together with the material that the applicant intends to use, to the ESCMID Office at science@escmid.org.
4. How much will it cost?
The cost is € 2,000 for each single purpose; this is independent on the amount of material used.